BERKELEY, Calif. -- Kevin Riley passed for 202 yards and two second-half touchdowns, and Shane Vereen broke an 81-yard scoring run with 4:21 left in California 's 38-31 victory over Michigan State on Saturday night.

Jahvid Best rushed for 111 yards and a score, while tight end Cameron Morrah and fullback Will Ta'ufo'ou caught Riley's TD passes in a solid debut for the Golden Bears' brand-new collection of starting offensive skill players.

Brian Hoyer passed for 321 yards, hooking up with Mark Dell for nine catches and 202 yards, the fifth-biggest yardage total for a receiver in Michigan State history. Javon Ringer rushed for 81 yards and two touchdowns for the Spartans, but they couldn't catch up in a back-and-forth second half featuring 45 total points and 503 yards of total offense.

Bryant Nnabuife returned a blocked punt for the first score as Cal won for the fifth time in seven openers under coach Jeff Tedford. Cal rebuilt its entire offense in the wake of its second-half collapse during a 7-6 campaign last year, and Riley looked sharp in his second career start along with Best and Vereen, who ran for 101 yards in his Cal debut.

Otis Wiley returned an interception 31 yards for an early TD for the Spartans, whose trip to the West Coast was a long-delayed return of Cal's visit to East Lansing in 2002. The Bears upset the nationally ranked Spartans 46-22 on that trip, propelling Tedford's first team into the rankings just three games removed from a 1-10 season.

Perhaps looking to recapture a bit of that 2002 magic, the Bears called a double pass for their opening offensive play -- nearly the same play Tedford used for a stunning touchdown on Cal's first snap of his rookie season against Baylor. Vereen underthrew it, but the redshirt freshman made up for it later.

After struggling on offense for three quarters, Michigan State converted three third downs and got a roughing-the-punter penalty during a 97-yard drive that ended with Ringer's 10-yard TD run with 10:45 to play, pulling within 24-21.

Cal replied with its own lengthy drive ending in Ta'ufo'ou's scoring catch with 5:45 left. Michigan State trimmed the lead to seven points, but Vereen then broke his impressive scoring run on an innocuous first-down play.

After an apparent interception by Cal's Darian Hagan was overturned by replay, Dell caught a 29-yard TD pass with 3:09 left. Michigan State got one last chance, but Hoyer threw four straight incompletions at midfield.

Much of the near-sellout crowd trekked up the hill to Memorial Stadium past the four remaining tree-sitters protesting Cal's plan to remove a small grove of oak trees to make way for a new training complex and a stadium renovation. A small group of supporting protesters held banners beneath the trees advocating the beleaguered cause, which recently took a major hit in a court ruling favoring the school.

Down 10-0 early, Michigan State got back in it with the help of Cal quarterback Nate Longshore, whose awful play down the stretch last year played a large role in the Bears' 1-6 finish to the regular season.

Longshore lost his job to Riley in training camp, but was promised playing time by Tedford. The senior threw terrible interceptions on both of his possessions, including an inexplicable throw into quadruple coverage that was returned by Wiley for the Spartans' first score.

The Cal crowd roared when Riley returned to the game, and the sophomore immediately threw back-to-back lengthy completions to Best and Sean Young, setting up Best's 1-yard sprint around the end.